Director Stefan Schwartz's romp about young swindlers in London unabashedly loots the pop flicks of the '60s. There are herky-jerky chase scenes, crayon-bright hues, and a hip soundtrack that juxtaposes crunchy guitars with Burt Bacharach. Amid all the self-conscious whimsy, the relentlessly smug Dan Futterman (The Birdcage) and puddle-eyed Stuart Townsend star as flim-flammers who rip off the rich so that they can buy a big house (they're orphans, you see).

The buddies are joined by gamine gal pal Kate Beckinsale (Hero in Kenneth Branagh's A Midsummer Night's Dream, Emma in A&E's Emma), and not a moment too soon. Her Audrey Hepburn spunk saves the film from choking on its coyness, even when her character gets involved in some convoluted family affairs. Our heroes tussle for her heart, though Townsend's techno-geek, complete with plastered hair and uni-brow, looks too unshowered to be a truly fetching suitor. Despite the trio's straining to be madcap, the airy and occasionally spirited Shooting Fish inevitably curdles the infectious into the affected.